How to conduct a Board of Directors Meeting?

By David Gass

The board of directors meeting is presided over by the chairman of the Directors, appointed by shareholders and directors. It is this person designate who calls the meeting of the board of directors. The meeting is called for those aspects which need their attention and coordination for a smooth flow of processes. Prior notice for the meeting is sent to the participants about the day, time and venue of the meeting.

Initiating a Board of Directors Meeting:

Other formalities that should be completed before the Board Meeting are:

• Compilation of a comprehensive list of the participants of the meeting is the very first step. All the participants should be carefully noted to avoid any discrepancy of leaving someone important out of the meeting.
• Issuance of notice for the meeting, well in advance, to all the participants about the venue, timing and a brief agenda of the meeting. It should ideally be followed by a courtesy call reconfirming their intent to be present at the meeting.
• Detailed agenda of the meeting should be formulated and circulated among the participants, giving them a brief idea as to what is to be expected in the meeting
• Referrals with regards to the agenda and minutes of the meeting that might help the board to have a more comprehensive view of the situation in hand and facilitate a decision in that regard.
• Presence of Quorum is most important in relation to the status of the meeting. The meeting can be termed official and authoritative only when it has the quorum, otherwise no decision taken in the meeting could be termed as binding and forced to implement.

Features:

Action on the subject or agenda by the board is undertaken with shareholder voting, and only the ones passed with desired majority can be pursued further for future action and immediate implementation. A majority, as defined in the bylaws of the company, there are situations and subjects who call for majority among the participants present, needed to pass a resolution. On the other hand there are resolutions or subjects that need majority of the members in the office and not particularly the members present in the meeting.

Board can appoint different committees which can officiate and take actions reserved to the board. Generally these executive committees consist of at least one of the directors. There are exceptions as to the authority of these executive committees, a few subjects namely:

• Introduction of any change/amendment of the articles of incorporation.
• Decision related to merger or consolidation.
• Decisions related to or directing the members for sale, lease or exchange of all or of the corporation’s properties and assets.
• Decisions regarding dissolution of the corporation or revocation of dissolution.
• Initiating any change or amendment in the bylaws of the corporation.
• Appointment against the vacancies in the Board.
• Monetary compensation of the Directors for serving on the Board or on a committee.
• Adjournment or cancellation of stock or termination of membership

The documentation of the minutes and other formalities lead to a cumbersome job. To solve this very problem, several websites have designed softwares that take care of all these things and that too in a very systematic and simple manner.

go back